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EXHIBIT F-1 Commonwealth Terms and Conditions
Enlarge image | EXHIBIT F-1 Commonwealth Terms and Conditions |
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COMMONWEALTH TERMS AND CONDITIONS
This Commonwealth Terms and Conditions form is jointly any alleged breach or failure to perform, if applicable, and any instructions or
issued by the Executive Office for Administration and restrictions concerning allowable activities, costs or expenditures by the
Finance (ANF), the Office of the Comptroller (CTR) and Contractor during the notice period.
the Operational Services Division (OSD) for use by all 6. Confidentiality. The Contractor shall comply with M.G.L. C. 66A if the
Commonwealth of Massachusetts (“State”) Departments Contractor becomes a "holder" of "personal data". The Contractor shall also
and Contractors. Any changes or electronic alterations by either the protect the physical security and restrict any access to personal or other
Department or the Contractor to the official version of this form, as jointly Department data in the Contractor's possession, or used by the Contractor in the
published by ANF, CTR and OSD, shall be void. Upon execution of these performance of a Contract, which shall include, but is not limited to the
Commonwealth Terms and Conditions by the Contractor and filing as prescribed Department's public records, documents, files, software, equipment or systems.
by the Office of the Comptroller, these Commonwealth Terms and Conditions will 7. Record-keeping And Retention, Inspection Of Records. The Contractor
be incorporated by reference into any Contract for Commodities and Services shall maintain records, books, files and other data as specified in a Contract and in
executed by the Contractor and any State Department, in the absence of a such detail as shall properly substantiate claims for payment under a Contract, for
superseding law or regulation requiring a different Contract form. Performance a minimum retention period of seven (7) years beginning on the first day after the
shall include services rendered, obligations due, costs incurred, commodities and final payment under a Contract, or such longer period as is necessary for the
deliverables provided and accepted by the Department, programs provided or resolution of any litigation, claim, negotiation, audit or other inquiry involving a
other commitments authorized under a Contract. A deliverable shall include any Contract. The Department shall have access, as well as any parties identified
tangible product to be delivered as an element of performance under a Contract. under Executive Order 195, during the Contractor’s regular business hours and
The Commonwealth is entitled to ownership and possession of all deliverables upon reasonable prior notice, to such records, including on-site reviews and
purchased or developed with State funds. Contract shall mean the Standard reproduction of such records at a reasonable expense.
Contract Form issued jointly by ANF, CTR and OSD. 8. Assignment. The Contractor may not assign or delegate, in whole or in part,
1. Contract Effective Start Date. Notwithstanding verbal or other or otherwise transfer any liability, responsibility, obligation, duty or interest under
representations by the parties, or an earlier start date indicated in a Contract, the a Contract, with the exception that the Contractor shall be authorized to assign
effective start date of performance under a Contract shall be the date a Contract present and prospective claims for money due to the Contractor pursuant to a
has been executed by an authorized signatory of the Contractor, the Department, a Contract in accordance with M.G.L. C. 106, §9-318. The Contractor must
later date specified in the Contract or the date of any approvals required by law or provide sufficient notice of assignment and supporting documentation to enable
regulation, whichever is later. the Department to verify and implement the assignment. Payments to third party
2. Payments And Compensation. The Contractor shall only be compensated for assignees will be processed as if such payments were being made directly to the
performance delivered and accepted by the Department in accordance with the Contractor and these payments will be subject to intercept, offset, counter claims
specific terms and conditions of a Contract. All Contract payments are subject to or any other Department rights which are available to the Department or the State
appropriation pursuant to M.G.L. C. 29, §26, or the availability of sufficient non- against the Contractor.
appropriated funds for the purposes of a Contract, and shall be subject to intercept 9. Subcontracting By Contractor. Any subcontract entered into by the
pursuant to M.G.L. C. 7A, §3 and 815 CMR 9.00. Overpayments shall be Contractor for the purposes of fulfilling the obligations under a Contract must be
reimbursed by the Contractor or may be offset by the Department from future in writing, authorized in advance by the Department and shall be consistent with
payments in accordance with state finance law. Acceptance by the Contractor of and subject to the provisions of these Commonwealth Terms and Conditions and a
any payment or partial payment, without any written objection by the Contractor, Contract. Subcontracts will not relieve or discharge the Contractor from any duty,
shall in each instance operate as a release and discharge of the State from all obligation, responsibility or liability arising under a Contract. The Department is
claims, liabilities or other obligations relating to the performance of a Contract. entitled to copies of all subcontracts and shall not be bound by any provisions
3. Contractor Payment Mechanism. All Contractors will be paid using the contained in a subcontract to which it is not a party.
Payment Voucher System unless a different payment mechanism is required. The 10. Affirmative Action, Non-Discrimination In Hiring And Employment. The
Contractor shall timely submit invoices (Payment Vouchers - Form PV) and Contractor shall comply with all federal and state laws, rules and regulations
supporting documentation as prescribed in a Contract. The Department shall promoting fair employment practices or prohibiting employment discrimination
review and return rejected invoices within fifteen (15) days of receipt with a and unfair labor practices and shall not discriminate in the hiring of any applicant
written explanation for rejection. Payments shall be made in accordance with the for employment nor shall any qualified employee be demoted, discharged or
bill paying policy issued by the Office of the Comptroller and 815 CMR 4.00, otherwise subject to discrimination in the tenure, position, promotional
provided that payment periods listed in a Contract of less than forty-five (45) days opportunities, wages, benefits or terms and conditions of their employment
from the date of receipt of an invoice shall be effective only to enable a because of race, color, national origin, ancestry, age, sex, religion, disability,
Department to take advantage of early payment incentives and shall not subject handicap, sexual orientation or for exercising any rights afforded by law. The
any payment made within the forty-five (45) day period to a penalty. The Contractor commits to purchasing supplies and services from certified minority or
Contractor Payroll System, shall be used only for "Individual Contractors" who women-owned businesses, small businesses or businesses owned by socially or
have been determined to be "Contract Employees" as a result of the Department's economically disadvantaged persons or persons with disabilities.
completion of an Internal Revenue Service SS-8 form in accordance with the 11. Indemnification. Unless otherwise exempted by law, the Contractor shall
Omnibus Budget Reconciliation Act (OBRA) 1990, and shall automatically indemnify and hold harmless the State, including the Department, its agents,
process all state and federal mandated payroll, tax and retirement deductions. officers and employees against any and all claims, liabilities and costs for any
4. Contract Termination Or Suspension. A Contract shall terminate on the date personal injury or property damages, patent or copyright infringement or other
specified in a Contract, unless this date is properly amended in accordance with all damages that the State may sustain which arise out of or in connection with the
applicable laws and regulations prior to this date, or unless terminated or Contractor's performance of a Contract, including but not limited to the
suspended under this Section upon prior written notice to the Contractor. The negligence, reckless or intentional conduct of the Contractor, its agents, officers,
Department may terminate a Contract without cause and without penalty, or may employees or subcontractors. The Contractor shall at no time be considered an
terminate or suspend a Contract if the Contractor breaches any material term or agent or representative of the Department or the State. After prompt notification
condition or fails to perform or fulfill any material obligation required by a of a claim by the State, the Contractor shall have an opportunity to participate in
Contract, or in the event of an elimination of an appropriation or availability of the defense of such claim and any negotiated settlement agreement or judgment.
sufficient funds for the purposes of a Contract, or in the event of an unforeseen The State shall not be liable for any costs incurred by the Contractor arising under
public emergency mandating immediate Department action. Upon immediate this paragraph. Any indemnification of the Contractor shall be subject to
notification to the other party, neither the Department nor the Contractor shall be appropriation and applicable law.
deemed to be in breach for failure or delay in performance due to Acts of God or 12. Waivers. Forbearance or indulgence in any form or manner by a party shall
other causes factually beyond their control and without their fault or negligence. not be construed as a waiver, nor in any way limit the legal or equitable remedies
Subcontractor failure to perform or price increases due to market fluctuations or available to that party. No waiver by either party of any default or breach shall
product availability will not be deemed factually beyond the Contractor's control. constitute a waiver of any subsequent default or breach.
5. Written Notice. Any notice shall be deemed delivered and received when 13. Risk Of Loss. The Contractor shall bear the risk of loss for any Contractor
submitted in writing in person or when delivered by any other appropriate method materials used for a Contract and for all deliverables, Department personal or
evidencing actual receipt by the Department or the Contractor. Any written notice other data which is in the possession of the Contractor or used by the Contractor in
of termination or suspension delivered to the Contractor shall state the effective the performance of a Contract until possession, ownership and full legal title to the
date and period of the notice, the reasons for the termination or suspension, if deliverables are transferred to and accepted by the Department.
applicable, any alleged breach or failure to perform, a reasonable period to cure
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COMMONWEALTH TERMS AND CONDITIONS
14. Forum, Choice of Law And Mediation. Any permitted by law. All amendments must be executed by the parties in accordance
actions arising out of a Contract shall be governed by the with Section 1. of these Commonwealth Terms and Conditions and filed with the
laws of Massachusetts, and shall be brought and original record copy of a Contract as prescribed by CTR. The printed language of
maintained in a State or federal court in Massachusetts the Standard Contract Form, as officially published by ANF, CTR and OSD,
which shall have exclusive jurisdiction thereof. The which incorporates by reference these Commonwealth Terms and Conditions,
Department, with the approval of the Attorney General's Office, and the shall supersede any conflicting verbal or written agreements relating to the
Contractor may agree to voluntary mediation through the Massachusetts Office of performance of a Contract, or attached thereto, including contract forms, purchase
Dispute Resolution (MODR) of any Contract dispute and will share the costs of orders or invoices of the Contractor. The order of priority of documents to
such mediation. No legal or equitable rights of the parties shall be limited by this interpret a Contract shall be as follows: the printed language of the
Section. Commonwealth Terms and Conditions, the Standard Contract Form, the
15. Contract Boilerplate Interpretation, Severability, Conflicts With Law, Department's Request for Response (RFR) solicitation document and the
Integration. Any amendment or attachment to any Contract which contains Contractor’s Response to the RFR solicitation, excluding any language stricken
conflicting language or has the affect of a deleting, replacing or modifying any by a Department as unacceptable and including any negotiated terms and
printed language of these Commonwealth Terms and Conditions, as officially conditions allowable pursuant to law or regulation.
published by ANF, CTR and OSD, shall be interpreted as superseded by the
official printed language. If any provision of a Contract is found to be superseded IN WITNESS WHEREOF, The Contractor certify under the pains and
by state or federal law or regulation, in whole or in part, then both parties shall be penalties of perjury that it shall comply with these Commonwealth Terms
relieved of all obligations under that provision only to the extent necessary to and Conditions for any applicable Contract executed with the
comply with the superseding law, provided however, that the remaining provisions Commonwealth as certified by their authorized signatory below:
of the Contract, or portions thereof, shall be enforced to the fullest extent
CONTRACTOR AUTHORIZED SIGNATORY:_________________________________________________________________________
(signature)
Print Name: ____________________________________________________
Title: __________________________________________________________
Date: __________________________________________________________
(Check One): _______ Organization ________ Individual
Full Legal Organization or Individual Name: ___________________________________________________________________________
Doing Business As: Name (If Different): _______________________________________________________________________________
Tax Identification Number: ____ ____ ____ ____ ____ ____ ____ ____ ____
Address: _______________________________________________________________________________________________________
Telephone: _______________________________________ FAX: _______________________________________________________
INSTRUCTIONS FOR FILING THE COMMONWEALTH TERMS AND CONDITIONS
A “Request for Verification of Taxation Reporting Information” form (Massachusetts Substitute W-9 Format), that contains the
Contractor's correct TIN, name and legal address information, must be on file with the Office of the Comptroller. If the Contractor has not
previously filed this form with the Comptroller, or if the information contained on a previously filed form has changed, please fill out a W-
9 form and return it attached to the executed COMMONWEALTH TERMS AND CONDITIONS.
If the Contractor is responding to a Request for Response (RFR), the COMMONWEALTH TERMS AND CONDITIONS must be
submitted with the Response to RFR or as specified in the RFR. Otherwise, Departments or Contractors must timely submit the completed
and properly executed COMMONWEALTH TERMS AND CONDITIONS (and the W-9 form if applicable) to the: Payee and Payments
Unit, Office of the Comptroller, 9th Floor, One Ashburton Place, Boston, MA 02108 in order to record the filing of this form on the
MMARS Vendor File. Contractors are required to execute and file this form only once.
Clear All
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COMMONWEALTH TERMS AND CONDITIONS
IN WITNESS WHEREOF, The Contractor Contract executed with the Commonwealth as
certify under the pains and penalties of perjury certified by their authorized signatory below
that it shall comply with these Commonwealth
Terms and Conditions for any applicable
CONTRACTOR AUTHORIZED SIGNATORY: hr/ay.-
e
Print Name: John Santelli digP
Title: SVP and CIO, Optum
Date: 9/30/2014
(Check One): X Organization Individual
Full Legal Organization or Individual Name: OpturnInsight, Inc.
Doing Business As: Name (If Different):
Tax Identification Number:
Address: 13625 Technology Drive, Eden Prairie, MN 55344
Telephone: 952-833-7100 FAX: 952-833-7201
INSTRUCTIONS FOR FILING THE COMMONWEALTH TERMS AND CONDITIONS
A "Request for Verification of Taxation Reporting Information" form (Massachusetts Substitute W-9
Format), that contains the Contractor's correct TIN, name and legal address information, must be on file with
the Office of the Comptroller. If the Contractor has not previously filed this form with the Comptroller, or if
the information contained on a previously filed form has changed, please fill out a W-9 form and return it
attached to the executed COMMONWEALTH TERMS AND CONDITIONS.
If the Contractor is responding to a Request for Response (RFR), the COMMONWEALTH TERMS AND
CONDITIONS must be submitted with the Response to RFR or as specified in the RFR. Otherwise,
Departments or Contractors must timely submit the completed and properly executed COMMONWEALTH
TERMS AND CONDITIONS (and the W-9 form if applicable) to the: Payee and Payments Unit, Office of
the Comptroller, 9th Floor, One Ashburton Place, Boston, MA 02108 in order to record the filing of this
form on the MMARS Contractor File. Contractors are required to execute and file this form only once.
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